Invitation To The Ordinary General Shareholders' Meeting

Following the decision of the Board of Directors dated May 9^th 2022 and in accordance with the law and the Company’s Articles of Association, our Company’s shareholders are invited to the Ordinary General Shareholders’ Meeting on Tuesday May 31^st 2022, at 14:00, at the company’s premises, 26 Amaroussiou – Halandriou Street. The subjects of the daily agenda are as follows:

SUBJECTS OF THE DAILY AGENDA

1. Submission and approval of the Annual Financial Statements along with the Management's and Statutory Auditor's Report, for the financial year 1.1.2021 - 31.12.2021.

2. Submission of the Annual Audit Committee report, for the financial year 1.1.2021 - 31.12.2021.

3. Approval of the overall management for the financial year 01.01.2021 - 31.12.2021.

4. Discharge of the Certified Auditors for the audit of the financial year 01.01.2021 - 31.12.2021.

5. Election of a regular and an alternate certified auditor for the ordinary audit of the financial year 1.1.2022 - 31.12.2022, and determination of their fees.

6. Submission for discussion and voting of the Remuneration Report for the financial year 01.01.2021-31.12.2021.

7. Election of a new Audit Committee in accordance with article 44 of Law 4449/2017, as in force - determination of type, term of office, number and capabilities of its members, as well as determination of its members.

8. Approval of the terms for the Company’s share buyback program, in accordance with article 49 of Law 4548/2018 as in force, and provision of relevant authorizations.

9. Submission of the report of the independent non-executive members of the Board of Directors according to article 9 par. 5 L. 4706/2020.

10. Announcement of the election of a new member of the Board of Directors in replacement of a resigned member, in accordance with article 82 par. 1 Law 4548/2018.

11. Amendment of article 3 (corporate purpose) of the Company’s articles of association.

12. Announcements

Should the quorum required by law not be achieved for the discussion and decision-making on one or more subjects, the shareholders are invited by the present and without publication of a special invitation to a Repeated General Meeting of the Company at the same location which will take place on Tuesday June 7^th  2022 at 14:00.

Pursuant to articles 121 par. 3 and 4, 124 and 128 of Law 4548/2018, as in force, the Company informs the shareholders about the following:

PARTICIPATION AND VOTING RIGHT

Entitled to participate and vote at the Ordinary General Meeting (initial meeting and repetitive) are only individuals or legal persons having shareholder capacity at the start of the 5th day prior to the date of the General Meeting, i.e. on May 26^th  2022 (“Record Date”). The above record date also applies to the Repeated General Meeting.

Towards the Company, as shareholder entitled to participate and exercise voting right at the General Meeting is considered any person registered, on the Record Date, in the records of the Dematerialized Securities System (“DSS”) of the Hellenic Central Securities Depository S.A. (“HCSD”) or any person identified as such based on the relevant date through registered intermediaries or other intermediaries, in line with the legislative provisions (L. 4548/2018, L. 4569/2018, L. 4706/2020 and Regulation (ΕU) 2018/1212), as well as the Rulebook of the Hellenic Central Securities Depository (Government Gazette Β/1007/16.03.2021).

Status of shareholder is verified by any means provided by law and in any case by means of information obtained by the Company until prior to the beginning of the General Meeting by the HCSD or through the above intermediaries in line with the above provisions. A shareholder may participate in the General Meeting through confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary, except if the General Meeting refuses said participation for good reason which justifies this refusal in line with the applicable provisions (art.19 par. 1 L. 4569/2018, art. 124 par. 5 L. 4548/2018).

The exercise of the above rights does not require blocking of shares or following any other similar processes that would restrict the possibility of sale and transfer of shares during the period between the Record Date and the General Meeting.

VOTING PROCEDURE THROUGH REPRESENTATION

Eligible shareholders may participate in the General Meeting or in Repeated General Meetings in person or by proxy. Each shareholder may appoint up to three proxies. Legal entities may appoint up to three individuals as their proxies. A proxy statement for shareholders is available on the Company’s website https://sarantisgroup.com/investor-relations/shareholders/general-meetings/ and in hard copy can be provided by the Shareholders’ Service Department of the Company (26 Amarousiou-Halandriou street, Marousi, 15125, Athens, tel. 210 6173 065).

The appointment and revocation of the shareholder’s proxy for participation in the General Meeting is done in writing and is notified to the Company via email at epappa@sarantisgroup.com, while the original documents should be sent to the Company’s offices (26 Amarousiou-Halandriou street, Marousi, 15125, Athens). The completed and signed proxy statement must be notified to the Company, at least 48 hours prior to the General Meeting, that is until May 29^th 2022 at 14:00. In the event of a Repeated General Meeting, proxy statements must be notified to the Company as above at least 48 hours prior to the Repeated General Meeting, that is until June 5^th 2022 at 14:00.

A proxy holder who represents more than one shareholder may vote differently for each shareholder. If the shareholder holds shares of the Company, which appear in more than one securities account, this restriction does not prevent the shareholder from appointing different representatives for the shares appearing in each securities account in relation to the General Meeting.

A shareholder’s proxy holder is required to notify the Company, prior to the General Meeting, of any specific facts that may be useful to the shareholders in assessing any potential risk that the proxy holder has a conflict of interest. A conflict of interest may arise especially when the proxy holder is:

1. a) a controlling shareholder of the Company or a different legal entity controlled by such shareholder,
2. b) a member of the Board of Directors or the management of the Company in general, or controlling shareholder of the Company or a different legal entity that is controlled by such controlling shareholder of the Company,
3. c) an employee or an auditor of the Company or controlling shareholder of the Company or a different legal entity that is controlled by such controlling shareholder of the Company,
4. d) a spouse or a first-degree relative with the individuals of cases a) to c) above.

The appointment and revocation or replacement of the shareholder's proxy or delegate are done in writing and are communicated to the Company with the same formal validity, at least forty eight (48) hours before the convention date of the General Meeting (i.e. at the latest up to 14:00 of 29.05.2022) or in case of shareholders that are identified through intermediaries, via  confirmations or notices of Articles 5 and 6 of Regulation (EU) 2018/1212, which are provided by the intermediary.

MINORITY SHAREHOLDERS RIGHTS

• Shareholders representing 1/20 of the paid-up share capital may request from the Board of Directors of the Company to include in the General Meeting Agenda additional items, provided that the relevant request is communicated to the Board at least 15 days before the General Meeting. The request for an additional item on the agenda must be accompanied by a justification or a draft resolution to be adopted in the General Meeting. The revised agenda is made available in the same manner as the previous agenda 13 days before the General Meeting and at the same time, it is made available to the shareholders on the Company’s website, together with the justification or the draft resolution that had been submitted by the shareholders in line with article 123 paragraph 4 of L. 4548/2018.

• Following a request of shareholders, representing 1/20 of the paid-up share capital, the Board of Directors makes available to the shareholders the draft resolutions for the items included in the initial or revised agenda, in accordance with article 123 paragraph 4 of L. 4548/2018, at least 6 days before the General Meeting if the relevant request is communicated to the Board of Directors at least 7 days before the General Meeting.

• Following the request of any shareholder, communicated to the Company at least 5 full days before the General Meeting, the Board of Directors must provide to the General Meeting, the requested, specific information with respect to matters of the Company, as far as this information is useful for the actual assessment of the items on the agenda. At the request of shareholders representing 1/20 of the paid-up share capital, the board of directors is obliged to announce to the ordinary general meeting the amounts that have been paid during the last two years to each member of the board of directors or to the Company’s managers, as well as any benefits that were granted to them for any reason or on the basis of their contract with the Company. The Board of Directors may refuse to provide the information requested on the grounds of a substantial cause, which must be mentioned in the minutes. The Board of Directors may provide an overall response to requests of shareholders of the same content. The obligation of providing information does not exist if the relevant information is already available on the Company’s website, especially in a question and answer format.

• Following a request of shareholders representing 1/10 of the paid-up share capital which is communicated to the Company 5 full days before the General Meeting the Board of Directors must provide to the General Meeting information with respect to the course of the Company affairs and the financial situation of the Company. The Board of Directors may refuse to provide this information on reasonable grounds which must be mentioned in the minutes.

Further information on the minority shareholders rights and their exercise is available on the Company’s website  https://sarantisgroup.com/investor-relations/shareholders/shareholders-rights/.

In the aforementioned cases, the shareholders who are communicating a request must provide proof of their qualification as shareholders as well as the number of shares held by them at the moment of the exercise of the relevant right by any legal means. The shareholding is certified though information the Company receives from the Central Securities Depository, as long as it provides registry services, or through the operators and registered intermediaries in any other case. 

DOCUMENTS AVAILABLE AND INFORMATION 

The documents and the information required by par. 3 and 4 of article 123 of law 4548/2018 are available in the Company’s website:https://sarantisgroup.com/investor-relations/shareholders/general-meetings/.

Invitation To The Ordinary General Shareholders' Meeting (189.8KB)